Microsoft management check
MSFT · Information Technology · Systems Software · CEO Satya Nadella
Filings as of
5 good · 1 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2022 grew to $143, against $260 for the peer group the company picked itself.
- Good
Does pay follow performance?
Pay rose and fell with returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.67 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.07% of net income$90.6m of reported pay in fiscal 2026, against $133.7bn of net income.
- Watch
Do they own the stock?
CEO stake ≈ 3.2 years of payThe CEO holds 572,247.534 shares, directly or through trusts (unvested awards not counted): about 3.2 years of pay. 5 insiders sold $85.9m in the last six months and none bought. 17 of 23 sales ran on pre-arranged 10b5-1 plans.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -0.0% a year over the last three fiscal years. Stock-based pay was 4.3% of revenue in the latest year.
- Good
Is leadership stable?
5 leadership filings in 3 years5 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Good
Are the books clean?
No red flags on fileNo restatements, auditor changes or late filings since 2021.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Information Technology.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 0 | 33 | |
| Pay for performance | 83 | 87 | |
| CEO cost | 100 | 35 | |
| Skin in the game | 40 | 47 | |
| Dilution | 51 | 56 | |
| Stable leadership | 100 | 85 | |
| Clean books | 100 | 100 |
Closest peers
Others in Systems Software, by management score. Microsoft is 26th of 73 in its sector.
- 63FTNTFortinet79
- 212MSFTMicrosoft68
- 346GENGen Digital58
- 351PANWPalo Alto Networks58
- 378CRWDCrowdStrike56
- 459NOWServiceNow43
- 485TWLOTwilio30
Pay versus performance
From the proxy statement filed October 21, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2026 | — | $90.6m | $30.1m | $29.0m | $143 | $260 | $133.7bn |
| 2025 | — | $96.5m | $131.1m | $24.5m | $190 | $184 | $101.8bn |
| 2024 | — | $79.1m | $171.3m | $21.1m | $169 | $162 | $88.1bn |
| 2023 | — | $48.5m | $93.2m | $16.0m | $128 | $112 | $72.4bn |
| 2022 | — | $54.9m | $56.9m | $20.1m | $96 | $82 | $72.7bn |
The board says pay is tied most to Microsoft Incentive Plan Revenue. Its other key measures: Relative TSR as compared to the S&P 500, Azure and Other Cloud Services Revenue, Microsoft Cloud Revenue, excluding Azure and Other Cloud Services, Microsoft Incentive Plan Operating Income.
Insiders and the CEO's stake
Satya Nadella (Chief Executive Officer) held 572,247.534 shares directly after their latest Form 4 on Sep 1, 2026, roughly $289.1m at that filing's price.
5 insiders sold $85.9m in the last six months and none bought. 17 of 23 sales ran on pre-arranged 10b5-1 plans.
- SoldSatya NadellaChief Executive Officer · 10b5-1 plan$43.4mSep 1, 2026
- SoldAmy HoodEVP, Chief Financial Officer · 10b5-1 plan$24.7mOct 13, 2026
- SoldJudson AlthoffCEO Microsoft Commercial$12.0mAug 5, 2026
- SoldTakeshi NumotoEVP, Chief Marketing Officer$5.2mAug 4, 2026
Leadership and governance on file
- Jun 5, 2026Leadership change8-K 5.02
- May 14, 2026Leadership change8-K 5.02
- Dec 8, 2025Leadership change8-K 5.02
- Sep 30, 2025Leadership change8-K 5.02
- Jan 22, 2025Leadership change8-K 5.02
Latest shareholder vote results: Dec 8, 2025, including the say-on-pay vote.
Where the money went
Over 2021–2025: $218.3bn returned to owners in buybacks and dividends, 55% of net income, and $45.9bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $168.1bn | $198.3bn | $211.9bn | $245.1bn | $281.7bn |
| Net income | $61.3bn | $72.7bn | $72.4bn | $88.1bn | $101.8bn |
| Stock-based pay | $6.1bn | $7.5bn | $9.6bn | $10.7bn | $12.0bn |
| Buybacks | $27.4bn | $32.7bn | $22.2bn | $17.3bn | $18.4bn |
| Dividends | $16.5bn | $18.1bn | $19.8bn | $21.8bn | $24.1bn |
| Diluted shares | 7608m | 7540m | 7472m | 7469m | 7465m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.